x QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the
quarterly period ended September 30, 2009

o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the
transition period from ______ to ______

Commission
file number

Commission
file number: 001-32501

REED'S
INC.

(Exact
name of registrant as specified in its charter)

Delaware

35-2177773

(State of
incorporation)

(I.R.S. Employer Identification
No.)

13000
South Spring St. Los Angeles, Ca. 90061

(Address
of principal executive offices) (Zip Code)

(310)
217-9400

(Registrant's
telephone number, including area code)

(Former
name, former address and former fiscal year, if changed since last
report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

Yes x No o

Yes
No

Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes o No o

Yes No

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):

Large
Accelerated filer o

Accelerated
filer o

Non-accelerated
filer o

Smaller
reporting company x

Indicate
by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act).

Yes o No x

Yes No

Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: There were a total of 9,215,693 shares
of Common Stock outstanding as of August 17, 2009.

EXPLANATORY NOTE

Reed’s, Inc. (the “Company”) is filing this Amendment No. 2
to its Quarterly Report on Form 10-Q for the quarterly period ended September
30, 2009 (the “Form 10-Q”) as an exhibit-only filing. The Company is filing
this Amendment No. 2 to the Form 10-Q (“Amendment”) for the sole purpose of
filing Exhibit 10.1, which was filed with an explanatory comment about the
confidential portion of information in Exhibit B. In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial
officer are filed as exhibits to this Amendment .

This
Amendment does not reflect events occurring after the filing of the Form 10-Q or
modify or update those disclosures affected by subsequent events. Except as
described above, no other modifications or changes have been made to the Form
10-Q as originally filed or the exhibits filed therewith. Other events occurring
after the filing of the Form 10-Q or other disclosures necessary to reflect
subsequent events have been addressed in our reports filed with the Securities
and Exchange Commission subsequent to the filing of the Form 10-Q.

PART
II – OTHER INFORMATION

Item
6. Exhibits

Exhibit No.

Description

10.1

Brewing
Agreement between Reed’s Inc. and the Lion Brewery, Inc. dated November 1,
2008 Brewing Agreement between Reed’s Inc. and the Lion Brewery, Inc.
dated November 1, 2008. Portions of the exhibit have been omitted pursuant
to a request for confidential
treatments.*

31.1

Certification of Chief
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.*

31.2

Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*

32.1

Certification
of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*

32.2

Certification
of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.*

____________

*filed
herewith

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.